0001014897-18-000087.txt : 20180814 0001014897-18-000087.hdr.sgml : 20180814 20180814161400 ACCESSION NUMBER: 0001014897-18-000087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 49 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHTLANE CORP. CENTRAL INDEX KEY: 0001425289 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 300782905 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54027 FILM NUMBER: 181017665 BUSINESS ADDRESS: STREET 1: 1600 WEST LOOP SOUTH STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 888-468-2856 MAIL ADDRESS: STREET 1: 1600 WEST LOOP SOUTH STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: BONANZA GOLD CORP. DATE OF NAME CHANGE: 20110131 FORMER COMPANY: FORMER CONFORMED NAME: COLD GIN CORP DATE OF NAME CHANGE: 20080128 10-Q 1 btln-20180630.htm FORM 10-Q BRIGHTLANE CORP. - Form 10-Q SEC filing
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2018

 

or

 

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to ________

 

Commission File Number:   000-54027

 

BRIGHTLANE CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

300782905

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1600 West Loop South, Suite 600, Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

 

(888) 468-2856

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]   No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[   ]

  Accelerated filer

[   ]

Non-accelerated filer

[   ]

  Smaller reporting company

[X]

(Do not check if a smaller reporting company)

 Emerging growth company 

[X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]   No [ X ]

 

As of August 14, 2018, the registrant had 18,692,654 shares of common stock outstanding.


1


TABLE OF CONTENTS

 

 

Page

PART I

 

Item 1. Financial Statements

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3 Quantitative and Qualitative Disclosures About Market Risk

15

Item 4 Controls and Procedures

15

 

 

PART II

 

Item 1. Legal Proceedings

16

Item IA. Risk Factors

16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

16

Item 3. Defaults Upon Senior Securities

16

Item 4. Mine Safety Disclosures

16

Item 5. Other Information

16

Item 6. Exhibits

16

 

 

SIGNATURES

17

 


2


PART I

Item 1.  Financial Statements.

BRIGHTLANE CORP.

CONSOLIDATED BALANCE SHEET

(Unaudited)

 

 

June 30, 2018

December 31, 2017

ASSETS

 

 

Cash and cash equivalents

$76,529 

$134,650 

Notes receivable - current portion

31,643 

41,568 

Total Current Assets

108,172 

176,218 

 

 

 

Note Receivable - long term portion

209,398 

201,696 

Investment in real estate, net

496,810 

42,892 

TOTAL ASSETS

$814,380 

$420,806 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

LIABILITIES

 

 

Current Liabilities

 

 

Accounts payable

$46,777 

$53,423 

Accrued expenses

93,290 

72,982 

Accrued interest

26,989 

26,149 

Demand note payable

75,000 

51,000 

Current portion of convertible notes payable

423,424 

- 

Current portion of convertible notes payable - related party

404,515 

280,900 

Line of credit

373,850 

- 

Total Current Liabilities

1,443,845 

484,454 

 

 

 

Convertible notes payable

63,750 

- 

Convertible notes payable - related party

152,426 

669,044 

TOTAL LIABILITIES

1,660,021 

1,153,498 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

Series A Preferred Voting Stock, $0.001 par value, 1 share

 authorized, 1 share issued and outstanding

-  

-  

Series B Preferred Voting Stock, $0.001 par value, 1 share

 authorized, 1 share issued and outstanding

-  

-  

Common stock, $0.001 par value, 250,000,000 shares

 authorized, 17,442,654 and 19,442,667 shares issued and

 outstanding at June 30, 2018 and December 31, 2017

 respectively

17,443  

19,443  

Additional paid in capital

2,231,702  

4,223,571  

Treasury stock

-  

(2,043,869) 

Accumulated deficit

(3,094,786) 

(2,931,837) 

TOTAL STOCKHOLDERS' EQUITY

(845,641) 

(732,692) 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$814,380  

$420,806  

 

 

 

The accompanying notes to the unaudited condensed financial statements are an integral part of these statements.


3


BRIGHTLANE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended June 30,

Six Months Ended June 30,

 

2018

2017

2018

2017

 

 

 

 

 

REVENUE

 

 

 

 

Interest income

$4,058  

$71,921 

$10,164  

$71,921  

Fees

1,850  

13,892 

4,189  

16,892  

Sale of real estate

44,116  

- 

135,830  

66,077  

Rental income

13,930  

2,025 

20,668  

4,050  

Total Revenue

63,954  

87,838 

170,851  

158,940  

 

 

 

 

 

Cost of property sold

(20,500) 

- 

(47,500) 

(44,000) 

 

 

 

 

 

Gross Profit

43,454  

87,838 

123,351  

114,940  

 

 

 

 

 

OPERATING EXPENSES

 

 

Selling, general and administrative

127,771  

352,557  

243,034  

445,563  

 

 

 

 

 

OPERATING LOSS

(84,317) 

(264,719) 

(119,683) 

(330,623) 

 

 

 

 

 

OTHER EXPENSE

 

 

 

Interest expense - related party

16,096  

13,466  

31,263  

22,388  

Interest expense - other

9,640  

1,000  

12,004  

2,000  

Loss on revaluation of equity interest

-  

114,500  

-  

114,500  

 

 

 

 

 

LOSS BEFORE INCOME TAXES

(110,053) 

(393,685) 

(162,950) 

(469,511) 

 

 

 

 

 

PROVISION FOR INCOME TAXES

-  

-  

-  

-  

 

 

 

 

 

NET LOSS

$(110,053) 

$(393,685) 

$(162,950) 

$(469,511) 

 

 

 

 

 

Net Loss Per Share: Basic and Diluted

$(0.01) 

$(0.02) 

$(0.01) 

$(0.02) 

 

 

 

 

 

Weighted Average Number of Shares Outstanding: Basic and Diluted

17,400,392  

18,923,005  

18,421,509  

18,923,005  

 

 

 

 

 

 

 

 

The accompanying notes to the unaudited condensed financial statements are an integral part of these statements.


4


BRIGHTLANE CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

Six Months Ended June 30,

 

2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net loss

$(162,950)

$(469,511)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation

7,833

898

Loss on revaluation of equity interest

-

114,500

Changes in Assets and Liabilities

 

 

Accounts receivable

-

36,309

Investment in real estate

(461,750)

24,500

Accounts payable

(6,646)

58,130

Accrued expenses

20,308

12,725

Accrued interest

30,261

22,388

NET CASH USED IN OPERATING ACTIVIES

(572,944)

(200,061)

 

 

 

INVESTING ACTIVITIES

 

 

Principal payments of notes receivable

2,223

52,516

NET CASH PROVIDED BY INVESTING ACTIVIES

2,223

52,516

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from advances of line of credit

373,850

-

Proceeds from convertible note payable - related party

-

400,000

Proceeds from convertible note payable

63,750

-

Proceeds from short term loan from officer

75,000

-

NET CASH PROVIDED BY FINANCING ACTIVITIES

512,600

400,000

 

 

 

NET CHANGE IN CASH

$(58,121)

$252,455

 

 

 

Cash and Cash Equivalents – Beginning of Period

$134,650

$14,615

 

 

 

Cash and Cash Equivalents – End of Period

$76,529

$267,070

 

 

 

 

 

The accompanying notes to the unaudited condensed financial statements are an integral part of these statements. 

 


5


BRIGHTLANE CORP.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2018

 

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

Brightlane Corp. (“we”, “our”, “us”, the “Company” or the “Registrant”) was initially incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” On December 27, 2010, in connection with an Agreement and Plan of Reorganization we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp.  In the third quarter of 2015, Brightlane Acquisition Corp. acquired a controlling interest in the Company from existing shareholders.  This change of control began the transitioning to a lease-to-own real estate company.  In connection with this transition, effective September 22, 2015 we changed our name to Brightlane Corp.

 

On December 21, 2015, we completed the agreement to acquire all of the outstanding shares of Brightlane Homes, Inc., which through its wholly owned subsidiary, acquired a 99.9% limited partner interest in Brightlane RECA, LP which was the beneficiary of the Brightlane RECA Trust which owned a portfolio of assets referred to as the Brightlane RECA Portfolio.   

 

In April 2017, the partners of Brightlane RECA, LP amended the Revised Limited Partnership Agreement to admit Brightlane GP, Corp., an affiliate of the Registrant, as a General Partner of BL RECA LP.  Additionally, National Asset Advisors, LLC (NAA) transferred all of its General Partner interests and powers to Brightlane GP Corp. and withdrew as General Partner of Brightlane RECA LP.

 

On November 21, 2017, the Company entered into an Agreement resulting in the following actions:  (1) Brightlane #1, LLC, a subsidiary of Brightlane Homes, Inc., a wholly owned subsidiary of Brightlane Corp., transferred its limited partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC; and (2) Brightlane GP Corp, a wholly owned subsidiary of Brightlane Corp., transferred its general partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC.

 

The Agreement and the associated actions resulted in the termination of all agreements entered into on December 21, 2015 and all subsequent addenda to those agreements.  These actions terminate any rights of the Company to the Brightlane RECA Trust, thereby terminating all obligations to the underlying acquisition related debt associated with the assets contributed to the Brightlane RECA Trust.  In addition, per the November 21, 2017 Agreement the parties agreed that:  (1) the RECA Principals as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the registrant totaling 2,100,013 common shares to the Registrant; and, (2) the RECA Principals agreed to facilitate the transfer of certain assets to Brightlane Homes, Inc., a wholly owned subsidiary of the Company.   

 

Brightlane Corp. now concentrates on being a real estate operator providing opportunities in the affordable housing market including reasonable rents and leases plus an opportunity to participate in a right-to-purchase program upon meeting certain criteria. Brightlane acquires single-family homes and portfolios of single-family homes and actively pursues the acquisition of these types of homes through one-off purchases, the purchase of portfolios, and other methods of acquisition.  We service a market that is historically underserved – those seeking living arrangements in the sub $150,000 home market. We continually seek out and make the appropriate investments in ancillary services.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has an accumulated deficit of $(3,094,786) at June 30, 2018. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties.  No assurance can be given that the Company will be successful in these efforts.   


6


 

Management plans to identify adequate sources of funding to provide operating capital for continued growth.  In addition, Management intends access the $5 million credit facility obtained by its Brightlane – CLOC Acquisitions, LLC subsidiary (see note 6) in order to acquire additional homes that will provide a profitable revenue stream for the Company.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).  Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as June 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the six and three months ended June 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Principals of Consolidation

 

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

 

Cash and Cash Equivalents

 

The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents”, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Convertible Instruments

 

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

 

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note


7


transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

 

Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at June 30, 2018 and December 31, 2017.

 

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1 -Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. 

 

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. 

Level 3 -Inputs that are both significant to the fair value measurement and unobservable. 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

 

Investments in non-consolidated subsidiaries

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.


8


 

Long-lived Assets

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

 

Property and Equipment

 

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets.  Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years).

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Stock-Based Compensation

 

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 4 – LINE OF CREDIT FACILITY

 

On May 19, 2017, Brightlane – CLOC Acquisitions, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the registrant entered into a $5,000,000 revolving credit facility with CoreVest Finance (f/k/a Colony American Finance Lender, LLC).  This credit facility is for the acquisition of residential homes.  General provisions of this credit facility are an 18 month term at 9%, with a loan to value of 80%.  At June 30, 2018 the Company has utilized this credit facility to complete two transactions resulting in the acquisition of real estate assets totaling $488,750 of which $373,850 was financed utilizing the credit facility.

 

NOTE 5 – NOTES RECEIVABLE

 


9


As part of the agreement entered into on November 21, 2017, the Company assumed nine notes receivable totaling $243,264 of which the current balances total $241,041 at June 30, 2018.  These notes are for residential assets.  The terms associated with these notes range from 11 years to 30 years, with interest rates ranging from 9.3% to 10%.  The current portion of these notes is $31,643, and during the six and three months ended June 30, 2018, the principal balances for these notes have been reduced by $2,223 and $1,297 respectively.

 

NOTE 6 – NOTES PAYABLE

 

On September 30, 2015 the Company borrowed $60,723 from a third party.  The note bears interest at 8% per annum and is payable on demand. Interest is paid quarterly. The note is convertible into common stock of the Company at $0.50 per share.  On January 28, 2016, the Company made a principal payment of $10,723, bringing the outstanding principal to $50,000 on this note.  The lender elected to have interest accrue for the 3 months ended December 31, 2017 thereby increasing the principal due to $51,000 at December 31,2017.  The Company made a principal and interest payment during the period ended June 30, 2018 totaling $2,020 reducing the principal balance to $50,000 and subsequently on May 9, 2018 the lender elected to exercise his option to convert the remaining $50,000 principal balance into 100,000 shares of common stock reducing the principal balance to $0.  Interest expense incurred during the six and three months ended June 30, 2018 was $1,447 and $427 respectively.

 

On February 28, 2017 the Company borrowed $400,000 from a third party.  The promissory note carries an interest rate of 6% per annum with a maturity date of February 28, 2019.  The lender may convert into shares of our common stock after one year, at $0.65 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $423,424 at June 30,2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $12,441 and $6,334 respectively.

 

On February 5, 2018 the Company issued a note to a third party for the remaining balance owed on properties acquired in a real estate transaction for $63,750.  The promissory note carries an interest rate of 9% per annum with a maturity date of February 5, 2020.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  Interest expense for this note for the six and three months ended June 30, 2018 was $2,295 and 1,430 respectively.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

On December 9, 2015, we entered into a subscription agreement to sell one unit consisting of a $250,000 promissory note, one share of Series A Preferred Voting Stock and one share of Series B Preferred Voting Stock to a related-party in exchange for $250,000 and the investor’s agreement to utilize its best efforts to cause a capital injection of up to $3,000,000.00 into the Company on or before January 1, 2017 (extended to January 1, 2019).  The promissory note carries an interest rate of 6% per annum with a maturity date of December 9, 2018.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually. On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $280,900 at June 30, 2018. Interest expense for this note for the six and three months ended June 30, 2018 was $8,357 and $4,202 respectively.

 

On March 24, 2016, we received an additional $110,000 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of March 24, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $123,615 at June 30, 2018.   Interest expense for this note for the six and three months ended June 30, 2018 was $3,584 and $1,849 respectively.

 

On July 27, 2016, we received an additional $499,200 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of July 27, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  During the year ended December 31, 2016, we repaid a total of $360,000 to the related party toward this promissory note.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $152,426 at June 30, 2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $4,585 and $2,280 respectively.


10


NOTE 8– SHAREHOLDERS’ EQUITY

 

The Company has 250,000,000 authorized common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On December 21, 2015, the Company issued 12,000,000 shares of common stock for the acquisition of Brightlane Homes, Inc.

 

The Company issued 519,662 shares of its common stock on July 17, 2017.  The holder of certain warrants elected to exercise his right to convert the exercisable warrants on a cashless basis into common stock prior to their expiration dates.

 

Per the November 21, 2017 Agreement Principals in RECA as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the Company totaling 2,100,013 common shares to the Company.  These share were returned to treasury, and subsequently retired on April 1, 2018.

 

The Company issued 100,000 shares of its common stock on May 9, 2018, for the conversion of a $50,000 principal balance of a convertible note payable.

 

There were 17,442,654 common shares issued and outstanding at June 30, 2018.

 

Preferred Stock

 

Currently we have two types of Preferred Stock:  (1) Series A Preferred Voting Stock, and (2) Series B Preferred Voting Stock.  There is one (1) share of Series A Preferred Voting Stock, and one (1) share of Series B Preferred Voting Stock issued and outstanding as of the date of this report.  The series designations of rights and preferences are synopsized below.

 

Series A Preferred Voting Stock.  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series A Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series A Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

 

Series B Preferred Voting Stock  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series B Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series B Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

 

The original holder, Brightlane Acquisition Corp, of the Series A Preferred Voting Stock and Series B Preferred Voting Stock have commitments to the Company to include a loan to the Company on a convertible promissory note dated December 9, 2015 in the amount of $250,000 and to facilitate on a best efforts basis the injection of additional monies to be utilized by the Company in an amount of not less than $3 million prior to January 1, 2017 (extended to January 1, 2019), and the Series A Preferred Voting Stock share be automatically cancelled under the following provisions:

(i)Upon conversion of the $250,000 convertible promissory note dated December 9, 2015. 

(ii)Upon repayment of the $250,000 convertible promissory note dated December 9, 2015. 

(iii)If the Company is not in receipt of a capital injection of $3 million provided by or facilitated by the holder, or its assignee, of the Series A Preferred Voting Stock or the Series B Preferred Voting Stock on or before January 1, 2017 (extended to January 1, 2019). 

 

Warrants issued in connection with sale of common shares

 

At June 30, 2018, the Company did not have any warrants outstanding.


11


NOTE 9 – SUBSEQUENT EVENTS

 

On July 3, 2018, the Company issued 1,250,000 shares of its common stock to its Chief Executive Officer in return for a total investment into the Company of $248,938.  The total investment into the Company consisted of a contribution of funds as well as the assumption of certain liabilities and accrued expenses.


12


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following analysis of our financial condition and results of operations for the period January 1, 2018 through June 30, 2018 should be read in conjunction with the financial statements, including footnotes, and other information presented elsewhere in this Report on Form 10-Q and the risk factors and the financial statements for the year ended December 31, 2017 and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on April 2, 2018.  In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2018.

 

Working Capital

 

 

 

June 30, 2018

 

 

December 31, 2017

 

Current Assets

 

$

108,172

 

 

$

176,218

 

Current Liabilities

 

$

1,443,845

 

 

$

484,454

 

Working Capital

 

$

(1,335,673

)

 

$

(308,236

)

 

Cash Flows

  

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

Cash Flows Provided by (Used In) Operating Activities

 

$

(572,944

 

$

(200,061

)

Cash Flows Provided by (Used In) Investing Activities

 

$

2,223

 

 

$

52,516

 

Cash Flows Provided by Financing Activities

 

$

512,600

 

 

$

400,000

 

Net change in Cash During Period

 

$

(58,121

)

 

$

252,455

 

 

Results of Operations for the three months ended June 30, 2018 and 2017

 

For the three months ended June 30, 2018 and 2017, total revenues were $63,954 and $87,838, respectively; and net losses were $110,053 and $393,685 respectively.

 

Total revenue for the three months ended June 30, 2018 were primarily attributable to rental and management fee income recognized from the operations of our Brightlife Management subsidiary and sale of real estate.  For the three months ended June 30, 2018 we sold one real estate property for proceeds of $44,116 (after typical closing costs) and generated an additional $19,838 in proceeds from the operations of our Brightlife Management subsidiary that were comprised of management fees and tenant income.  The property sold had an initial cost basis of $20,500 resulting in gross profit to the Company of $43,454.  During the three months ended June 30, 2018 and 2017, we had selling, general and administrative expenses of $127,771 and $352,557 respectively.  During the three months ended June 30, 2018 and 2017 we incurred interest expenses of $25,736 and $14,466 respectively.

 

The net losses were attributable to operating expenses and other expenses that primarily consisted of expenses related to the implementation of the Company’s business model of a lease-to-own real estate business in addition to payroll, accrual in management fees, employee benefits, the acquisition and management of real estate, rent expenses for our facilities, and accrued interest on our notes payable.  The operating expenses for the three months ended June 30, 2018 and 2017 were primarily general and administrative in nature and included legal fees, management and consulting fees, and audit and accounting fees.

 

Results of Operations for the six months ended June 30, 2018 and 2017

 

For the six months ended June 30, 2018 and 2017, total revenues were $170,851 and $158,940, respectively; and net losses were $162,950 and $469,511 respectively.

 

Total revenue for the six months ended June 30, 2018 were primarily attributable to rental and management fee income recognized from the operations of our Brightlife Management subsidiary and sale of real estate.  For the six months ended June 30, 2018 we sold three real estate properties for proceeds of $135,830 (after typical closing costs) and generated an additional $35,021 in proceeds from the operations of our Brightlife Management subsidiary that were comprised of management fees and tenant income.  The properties sold had an


13


initial cost basis of $47,500 resulting in gross profit to the Company of $123,351.  During the six months ended June 30, 2018 and 2017, we had selling, general and administrative expenses of $243,034 and $445,563 respectively.  During the six months ended June 30, 2018 and 2017 we incurred interest expenses of $43,267 and $24,388 respectively.

 

The net losses were attributable to operating expenses and other expenses that primarily consisted of expenses related to the implementation of the Company’s business model of a lease-to-own real estate business in addition to payroll, accrual in management fees, employee benefits, the acquisition and management of real estate, rent expenses for our facilities, and accrued interest on our notes payable.  The operating expenses for the six months ended June 30, 2018 and 2017 were primarily general and administrative in nature and included legal fees, management and consulting fees, and audit and accounting fees.

 

Liquidity and Capital Resources

 

Liquidity

At June 30, 2018, we had cash and cash equivalents of $76,529. We have incurred negative cash flows from operations since we started our business.  We have spent and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including our planned real estate acquisitions.

 

For the six months ended June 30, 2018, we recorded a net loss of $162,950.  We had a positive change in accumulated depreciation of $7,833, negative change in investment in real estate of $461,750, a negative change in accounts payable of $6,646, a positive change in accrued expenses of $20,308 and a positive change in accrued interest of $30,261.  As a resulted, we had net cash used in operating activities of $572,944 for the six months ended June 30, 2018.

 

For the six months ended June 30, 2017, we recorded a net loss of $469,511.  We had a positive change of $36,309 due to accounts receivable, a positive change of $58,130 due to the accounts payable, a positive change of $12,725 from accrued expenses, a positive change of $22,388 due to accrue interest, a positive change of $24,500 due to investments in real estate and a positive change of $898 due to accumulated depreciation.  In total this resulted in a negative change in net cash used in operating activities of $147,545 for the six months ended June 30, 2017.

 

For the six months ended June 30, 2018 and 2017, we recorded a positive change in payments on notes receivable of $2,223 and $52,516 respectively.  As a result, for the period ending June 30, 2018 and 2017, we had net cash provided by investing actives of $2,223 and $52,516 respectively.

 

For the six months ended June 30, 2018, we drew on our line of credit in the amount of $373,850 for the acquisition of multiple real estate assets, and we issued a note in the amount of $63,750 to one of the parties from whom we acquire certain real estate assets for the balance remaining on the homes acquired.  We also received $75,000 on a short-term loan from an officer of the Company which later became part of a larger investment into the Company.  As a result, we had net cash provided by financing activities of $512,600 for the six months ended June 30, 2018.

 

For the six months ended June 30, 2017, we received proceeds of $400,000 from a note payable.  As a result, we had net cash provided by financing activities of $400,000 for the six months ended June 30, 2017.

 

The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements.  While we have a best efforts commitment from the aforementioned accredited investor it is uncertain when such additional funding will be available and whether the terms will be acceptable to us. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.

 

We have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2018, other than the work commitment previously mentioned, that will result in or that are reasonably likely to materially increase or decrease our current liquidity.


14


Capital Resources

We had no material commitments for capital expenditures as of June 30, 2018.

 

Off Balance Sheet Arrangements

There are no off balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable because the Company is a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer who is also our Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer who is also our Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2018, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


15


PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not currently a party to any legal proceedings, and we are not aware of any proceeding pending or threatened against us by any governmental authority or other party.

 

Item 1A.  Risk Factors.

 

Not applicable because the Company is a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

1. Quarterly Issuances:

 

The Company issued 100,000 shares of its common stock on May 9, 2018, for the conversion of a $50,000 principal balance of a convertible note payable.  These shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

2. Subsequent Issuances:

 

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

   

32.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

 

101.INSXBRL Instance Document 

101.SCHXBRL Taxonomy Extension Schema Document 

101.CALXBRL Taxonomy Extension Calculation Linkbase Document 

101.DEFXBRL Taxonomy Extension Definition Linkbase Document 

101.LABXBRL Taxonomy Extension Label Linkbase Document 

101.PREXBR Taxonomy Extension Presentation Linkbase Document 


16


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

 

 

 

BRIGHTLANE CORP.

 

Date:  August 14, 2018 By:/s/ Steve Helm    

Steve Helm

President and Chief Executive Officer

(Principal Executive Officer, Principal Accounting Officer

and Principal Financial Officer)

 

/s/Steve Helm

Director

 

/s/David Hill II

Director

 

/s/James Odell Barnes, Jr.

Director


17

EX-31 2 exhibit31.htm EXHIBIT 31 302 Certification

302 CERTIFICATION

 

I, Steve Helm, certify that:

 

         1. I have reviewed this quarterly report on Form 10-Q of Brightlane Corp.;

 

         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

         4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

      a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

      b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

      c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

      d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

         5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


         a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

         b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

 

Date: August 14, 2018

 

/s/Steve Helm

Steve Helm

Chief Executive Officer

Principal Financial Officer

 

EX-32 3 exhibit32.htm EXHIBIT 32 906 Certification

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Brightlane Corp. (the "Company") on Form 10-Q for the three and six months ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steve Helm, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/Steve Helm

Steve Helm

Chief Executive Officer

Principal Financial Officer

 

 

August 14, 2018

 

 

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related party Current portion of convertible notes payable - related party Notes, Loans and Financing Receivable, Net, Noncurrent Entity Address, Postal Zip Code Proceeds from convertible note payable Proceeds from convertible note payable Principal payments of notes receivable Principal payments of notes receivable Sales of Real Estate Liabilities and Equity {1} Liabilities and Equity Cash and Cash Equivalents, at Carrying Value Cash and Cash Equivalents, at Carrying Value Cash and Cash Equivalents, at Carrying Value City Area Code Document Fiscal Year Focus Number of common stock shares outstanding Tax Identification Number (TIN) NOTE 9 - SUBSEQUENT EVENTS Note 4 - Line of Credit Facility LINE OF CREDIT FACILITY NET CASH PROVIDED BY INVESTING ACTIVIES NET CASH PROVIDED BY INVESTING ACTIVIES Depreciation Other Expenses {1} Other Expenses Common Stock, Value, Outstanding Liabilities Liabilities Recently Issued Accounting Pronouncements NOTE 6 - NOTES PAYABLE Increase (Decrease) in Accrued Liabilities Interest Expense, Related Party Cost of property sold Cost of property sold Revenues Revenues Interest and Other Income Entity Address, Address Line One Proceeds from Lines of Credit Long-lived Assets Notes Net Cash Provided by (Used in) Financing Activities {1} Net Cash Provided by (Used in) Financing Activities Assets Assets Real Estate Investments, Net Entity Address, City or Town Current with reporting Convertible Instruments Policy Convertible Instruments Policy Cash, Period Increase (Decrease) Cash, Period Increase (Decrease) Provision for Income Taxes Provision for Income Taxes Operating Expenses {1} Operating Expenses Entity Incorporation, State Country Name SEC Form Principals of Consolidation Basis of Presentation NOTE 1 - ORGANIZATION AND BUSINESS Earnings Per Share, Basic and Diluted Operating Income (Loss) Operating Income (Loss) Rental Income, Nonoperating Revenues {1} Revenues Preferred Stock, Par or Stated Value Per Share Liabilities and Equity Liabilities and Equity Convertible Notes Payable, Noncurrent Amendment Description Fiscal Year End Related Parties Related Parties Policies Retained Earnings (Accumulated Deficit) Current portion of convertible notes payable Current portion of convertible notes payable ASSETS Proceeds received from related party Proceeds received from related party INVESTING ACTIVITIES Increase (Decrease) in Accounts Receivable Liabilities {1} Liabilities Well-known Seasoned Issuer Due to Related Parties, Current Interest Expense, September 30, 2015 Interest Expense, September 30, 2015 Stock-Based Compensation Property and Equipment Loss on revaluation of equity interest Loss on revaluation of equity interest Voluntary filer Interest expense on related party note March 24 2016 Interest expense on related party note March 24 2016 NOTE 8 - SHAREHOLDERS' EQUITY Proceeds from Related Party Debt Weighted Average Number of Shares Outstanding, Basic and Diluted Common Stock, Shares Authorized Preferred Stock, Shares Authorized Series B Preferred Stock Value Outstanding Series B Preferred Stock Value Outstanding Liabilities, Current Liabilities, Current Entity Address, State or Province Debt Instrument, Convertible, Conversion Price Investments in non-consolidated subsidiaries policy Investments in non-consolidated subsidiaries policy NOTE 5 - NOTES RECEIVABLE Increase (Decrease) in Operating Capital Increase (Decrease) in Accounts Payable Selling, General and Administrative Expense Common Stock, Par or Stated Value Per Share Notes Payable, Related Parties, Current Details Cash and Cash Equivalents Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Loss Before Provision for Income Taxes Loss Before Provision for Income Taxes Common Stock, Shares, Outstanding Additional Paid in Capital Accounts Payable, Current Liabilities, Current {1} Liabilities, Current Local Phone Number EX-101.PRE 8 btln-20180630_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 9 btln-20180630_htm.xml IDEA: XBRL DOCUMENT 0001425289 2018-01-01 2018-06-30 0001425289 2016-12-31 0001425289 2015-09-30 0001425289 2017-02-28 0001425289 2018-02-05 0001425289 2015-12-09 0001425289 2016-03-24 0001425289 2016-07-27 0001425289 2015-12-21 0001425289 2017-07-17 0001425289 2018-05-09 0001425289 2018-06-30 0001425289 2018-07-03 0001425289 2017-06-30 0001425289 2018-08-14 0001425289 2018-06-30 2018-06-30 0001425289 2017-12-31 0001425289 2018-04-01 2018-06-30 0001425289 2017-04-01 2017-06-30 0001425289 2017-01-01 2017-06-30 iso4217:USD shares iso4217:USD shares 0001425289 --12-31 BTLN Smaller Reporting Company Yes Yes No false 2018 Q2 10-Q 2018-06-30 BRIGHTLANE CORP. Nevada 300782905 1600 West Loop South, Suite 600 Houston Texas 77056 (888) 468-2856 18692654 76529 134650 31643 41568 108172 176218 209398 201696 496810 42892 814380 420806 46777 53423 93290 72982 26989 26149 75000 51000 423424 0 404515 280900 373850 0 1443845 484454 63750 0 152426 669044 1660021 1153498 0.001 1 0 0 0 0 0.001 250000000 17442654 19442667 17443 19443 2231702 4223571 0 -2043869 -3094786 -2931837 -845641 -732692 814380 420806 4058 71921 10164 71921 1850 13892 4189 16892 44116 0 135830 66077 13930 2025 20668 4050 63954 87838 170851 158940 -20500 0 -47500 -44000 43454 87838 123351 114940 127771 352557 243034 445563 -84317 -264719 -119683 -330623 16096 13466 31263 22388 9640 1000 12004 2000 0 114500 0 114500 -110053 -393685 -162950 -469511 0 0 0 0 -110053 -393685 -162950 -469511 -0.01 -0.02 -0.01 -0.02 17400392 18923005 18421509 18923005 -162950 -469511 7833 898 0 114500 0 36309 -461750 24500 -6646 58130 20308 12725 30261 22388 -572944 -200061 2223 52516 2223 52516 373850 0 0 400000 63750 0 75000 0 512600 400000 -58121 252455 134650 14615 76529 267070 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">NOTE 1 – ORGANIZATION AND BUSINESS</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">Brightlane Corp. (“we”, “our”, “us”, the “Company” or the “Registrant”) was initially incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” On December 27, 2010, in connection with an Agreement and Plan of Reorganization we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp.  In the third quarter of 2015, Brightlane Acquisition Corp. acquired a controlling interest in the Company from existing shareholders.  This change of control began the transitioning to a lease-to-own real estate company.  In connection with this transition, effective September 22, 2015 we changed our name to Brightlane Corp. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">On December 21, 2015, we completed the agreement to acquire all of the outstanding shares of Brightlane Homes, Inc., which through its wholly owned subsidiary, acquired a 99.9% limited partner interest in Brightlane RECA, LP which was the beneficiary of the Brightlane RECA Trust which owned a portfolio of assets referred to as the Brightlane RECA Portfolio.   </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">In April 2017, the partners of Brightlane RECA, LP amended the Revised Limited Partnership Agreement to admit Brightlane GP, Corp., an affiliate of the Registrant, as a General Partner of BL RECA LP.  Additionally, National Asset Advisors, LLC (NAA) transferred all of its General Partner interests and powers to Brightlane GP Corp. and withdrew as General Partner of Brightlane RECA LP. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">On November 21, 2017, the Company entered into an Agreement resulting in the following actions:  (1) Brightlane #1, LLC, a subsidiary of Brightlane Homes, Inc., a wholly owned subsidiary of Brightlane Corp., transferred its limited partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC; and (2) Brightlane GP Corp, a wholly owned subsidiary of Brightlane Corp., transferred its general partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">The Agreement and the associated actions resulted in the termination of all agreements entered into on December 21, 2015 and all subsequent addenda to those agreements.  These actions terminate any rights of the Company to the Brightlane RECA Trust, thereby terminating all obligations to the underlying acquisition related debt associated with the assets contributed to the Brightlane RECA Trust.  In addition, per the November 21, 2017 Agreement the parties agreed that:  (1) the RECA Principals as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the registrant totaling 2,100,013 common shares to the Registrant; and, (2) the RECA Principals agreed to facilitate the transfer of certain assets to Brightlane Homes, Inc., a wholly owned subsidiary of the Company.   </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">Brightlane Corp. now concentrates on being a real estate operator providing opportunities in the affordable housing market including reasonable rents and leases plus an opportunity to participate in a right-to-purchase program upon meeting certain criteria. Brightlane acquires single-family homes and portfolios of single-family homes and actively pursues the acquisition of these types of homes through one-off purchases, the purchase of portfolios, and other methods of acquisition.  We service a market that is historically underserved – those seeking living arrangements in the sub $150,000 home market. We continually seek out and make the appropriate investments in ancillary services.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 2 – GOING CONCERN</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has an accumulated deficit of $(3,094,786) at June 30, 2018. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties.  No assurance can be given that the Company will be successful in these efforts.   </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Management plans to identify adequate sources of funding to provide operating capital for continued growth.  In addition, Management intends access the $5 million credit facility obtained by its Brightlane – CLOC Acquisitions, LLC subsidiary (see note 6) in order to acquire additional homes that will provide a profitable revenue stream for the Company.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><span style="font-size:10pt"> </span> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. </p> -3094786 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Basis of Presentation</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9.35pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9.35pt;color:#000000;text-align:justify">The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).  Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as June 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the six and three months ended June 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Use of Estimates</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Principals of Consolidation</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Cash and Cash Equivalents</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company accounts for cash and cash equivalents under FASB ASC 305, “<i>Cash and Cash Equivalents</i>”, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. </p> The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Deferred Income Taxes and Valuation Allowance</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company accounts for income taxes under ASC 740 <i>Income Taxes</i>.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at June 30, 2018 and December 31, 2017.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Financial Instruments</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. </p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:9pt;color:#000000;text-align:justify">ASC 820, “<i>Fair Value Measurements and Disclosures</i>,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:</p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:27pt;text-indent:-67.5pt">Level 1 -</kbd><kbd style="margin-left:67.5pt"/>Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;text-indent:-67.5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:27pt;text-indent:-67.5pt">Level 2 -</kbd><kbd style="margin-left:67.5pt"/>Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:44.65pt;text-indent:-85.15pt">Level 3 -</kbd><kbd style="margin-left:195.2pt"/>Inputs that are both significant to the fair value measurement and unobservable. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company does not have any assets or liabilities measured at fair value on a recurring basis.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Investments in non-consolidated subsidiaries</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Long-lived Assets</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Property and Equipment</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company follows ASC 360, <i>Property, Plant, and Equipment,</i> for its fixed assets.  Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years). </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Related Parties</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company follows ASC 850,<i> “Related Party Disclosures,” </i>for the identification of related parties and disclosure of related party transactions.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Stock-Based Compensation</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">FASB ASC 718 <i>“Compensation – Stock Compensation,”</i> prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “<i>Equity – Based Payments to Non-Employees</i>.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Recently Issued Accounting Pronouncements</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.</p> The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Deferred Income Taxes and Valuation Allowance</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company accounts for income taxes under ASC 740 <i>Income Taxes</i>.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at June 30, 2018 and December 31, 2017.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Financial Instruments</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. </p> <p style="font:10pt Times New Roman;margin:0;text-indent:36pt;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:9pt;color:#000000;text-align:justify">ASC 820, “<i>Fair Value Measurements and Disclosures</i>,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:</p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:27pt;text-indent:-67.5pt">Level 1 -</kbd><kbd style="margin-left:67.5pt"/>Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;text-indent:-67.5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:27pt;text-indent:-67.5pt">Level 2 -</kbd><kbd style="margin-left:67.5pt"/>Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. </p> <p style="font:10pt Times New Roman;margin-top:5pt;margin-bottom:5pt;margin-left:76.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:44.65pt;text-indent:-85.15pt">Level 3 -</kbd><kbd style="margin-left:195.2pt"/>Inputs that are both significant to the fair value measurement and unobservable. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company does not have any assets or liabilities measured at fair value on a recurring basis.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Investments in non-consolidated subsidiaries</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Long-lived Assets</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Property and Equipment</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company follows ASC 360, <i>Property, Plant, and Equipment,</i> for its fixed assets.  Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years). </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Related Parties</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company follows ASC 850,<i> “Related Party Disclosures,” </i>for the identification of related parties and disclosure of related party transactions.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"><span style="border-bottom:1px solid #000000">Stock-Based Compensation</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">FASB ASC 718 <i>“Compensation – Stock Compensation,”</i> prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “<i>Equity – Based Payments to Non-Employees</i>.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Recently Issued Accounting Pronouncements</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 4 – LINE OF CREDIT FACILITY </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:9pt;color:#000000;text-align:justify">On May 19, 2017, Brightlane – CLOC Acquisitions, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the registrant entered into a $5,000,000 revolving credit facility with CoreVest Finance (f/k/a Colony American Finance Lender, LLC).  This credit facility is for the acquisition of residential homes.  General provisions of this credit facility are an 18 month term at 9%, with a loan to value of 80%.  At June 30, 2018 the Company has utilized this credit facility to complete two transactions resulting in the acquisition of real estate assets totaling $488,750 of which $373,850 was financed utilizing the credit facility. </p> 373850 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 5 – NOTES RECEIVABLE </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:9pt;color:#000000;text-align:justify">As part of the agreement entered into on November 21, 2017, the Company assumed nine notes receivable totaling $243,264 of which the current balances total $241,041 at June 30, 2018.  These notes are for residential assets.  The terms associated with these notes range from 11 years to 30 years, with interest rates ranging from 9.3% to 10%.  The current portion of these notes is $31,643, and during the six and three months ended June 30, 2018, the principal balances for these notes have been reduced by $2,223 and $1,297 respectively. </p> 31643 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 6 – NOTES PAYABLE</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On September 30, 2015 the Company borrowed $60,723 from a third party.  The note bears interest at 8% per annum and is payable on demand. Interest is paid quarterly. The note is convertible into common stock of the Company at $0.50 per share.  On January 28, 2016, the Company made a principal payment of $10,723, bringing the outstanding principal to $50,000 on this note.  The lender elected to have interest accrue for the 3 months ended December 31, 2017 thereby increasing the principal due to $51,000 at December 31,2017.  The Company made a principal and interest payment during the period ended June 30, 2018 totaling $2,020 reducing the principal balance to $50,000 and subsequently on May 9<span style="vertical-align:super">, </span>2018 the lender elected to exercise his option to convert the remaining $50,000 principal balance into 100,000 shares of common stock reducing the principal balance to $0.  Interest expense incurred during the six and three months ended June 30, 2018 was $1,447 and $427 respectively.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On February 28, 2017 the Company borrowed $400,000 from a third party.  The promissory note carries an interest rate of 6% per annum with a maturity date of February 28, 2019.  The lender may convert into shares of our common stock after one year, at $0.65 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $423,424 at June 30,2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $12,441 and $6,334 respectively.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On February 5, 2018 the Company issued a note to a third party for the remaining balance owed on properties acquired in a real estate transaction for $63,750.  The promissory note carries an interest rate of 9% per annum with a maturity date of February 5, 2020.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  Interest expense for this note for the six and three months ended June 30, 2018 was $2,295 and 1,430 respectively.</p> 60723 0.50 1447 427 400000 12441 6334 63750 2295 1430 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 7 – RELATED PARTY TRANSACTIONS</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On December 9, 2015, we entered into a subscription agreement to sell one unit consisting of a $250,000 promissory note, one share of Series A Preferred Voting Stock and one share of Series B Preferred Voting Stock to a related-party in exchange for $250,000 and the investor’s agreement to utilize its best efforts to cause a capital injection of up to $3,000,000.00 into the Company on or before January 1, 2017 (extended to January 1, 2019).  The promissory note carries an interest rate of 6% per annum with a maturity date of December 9, 2018.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually. On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $280,900 at June 30, 2018. Interest expense for this note for the six and three months ended June 30, 2018 was $8,357 and $4,202 respectively.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On March 24, 2016, we received an additional $110,000 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of March 24, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $123,615 at June 30, 2018.   Interest expense for this note for the six and three months ended June 30, 2018 was $3,584 and $1,849 respectively.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">On July 27, 2016, we received an additional $499,200 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of July 27, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  During the year ended December 31, 2016, we repaid a total of $360,000 to the related party toward this promissory note.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $152,426 at June 30, 2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $4,585 and $2,280 respectively.</p> 250000 0.50 8357 4202 110000 0.50 3584 1849 499200 0.50 4585 2280 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 8– SHAREHOLDERS’ EQUITY </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company has 250,000,000 authorized common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">On December 21, 2015, the Company issued 12,000,000 shares of common stock for the acquisition of Brightlane Homes, Inc. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The Company issued 519,662 shares of its common stock on July 17, 2017.  The holder of certain warrants elected to exercise his right to convert the exercisable warrants on a cashless basis into common stock prior to their expiration dates. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">  </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Per the November 21, 2017 Agreement Principals in RECA as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the Company totaling 2,100,013 common shares to the Company.  These share were returned to treasury, and subsequently retired on April 1, 2018. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">The Company issued 100,000 shares of its common stock on May 9, 2018, for the conversion of a $50,000 principal balance of a convertible note payable.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">There were 17,442,654 common shares issued and outstanding at June 30, 2018.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000">Preferred Stock</span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">Currently we have two types of Preferred Stock:  (1) Series A Preferred Voting Stock, and (2) Series B Preferred Voting Stock.  There is one (1) share of Series A Preferred Voting Stock, and one (1) share of Series B Preferred Voting Stock issued and outstanding as of the date of this report.  The series designations of rights and preferences are synopsized below.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><i>Series A Preferred Voting Stock.</i>  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series A Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series A Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"><i>Series B Preferred Voting Stock</i>  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series B Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series B Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;margin-right:13.5pt;color:#000000;text-align:justify">The original holder, Brightlane Acquisition Corp, of the Series A Preferred Voting Stock and Series B Preferred Voting Stock have commitments to the Company to include a loan to the Company on a convertible promissory note dated December 9, 2015 in the amount of $250,000 and to facilitate on a best efforts basis the injection of additional monies to be utilized by the Company in an amount of not less than $3 million prior to January 1, 2017 (extended to January 1, 2019), and the Series A Preferred Voting Stock share be automatically cancelled under the following provisions:</p> <p style="font:10pt Times New Roman;margin:0;margin-left:40.5pt;margin-right:13.5pt;color:#000000;text-align:justify"><kbd style="position:absolute;text-indent:-18pt;font:10pt Times New Roman">(i)</kbd><kbd style="margin-left:18pt"/>Upon conversion of the $250,000 convertible promissory note dated December 9, 2015. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:40.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;text-indent:-18pt;font:10pt Times New Roman">(ii)</kbd><kbd style="margin-left:18pt"/>Upon repayment of the $250,000 convertible promissory note dated December 9, 2015. </p> <p style="font:10pt Times New Roman;margin:0;margin-left:40.5pt;margin-right:13.5pt;color:#000000"><kbd style="position:absolute;text-indent:-18pt;font:10pt Times New Roman">(iii)</kbd><kbd style="margin-left:18pt"/>If the Company is not in receipt of a capital injection of $3 million provided by or facilitated by the holder, or its assignee, of the Series A Preferred Voting Stock or the Series B Preferred Voting Stock on or before January 1, 2017 (extended to January 1, 2019). </p> <p style="font:10pt Times New Roman;margin:0;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Warrants issued in connection with sale of common shares</i></span></p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">At June 30, 2018, the Company did not have any warrants outstanding.</p> 12000000 519662 100000 <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">NOTE 9 – SUBSEQUENT EVENTS</p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-left:9pt;color:#000000;text-align:justify">On July 3, 2018, the Company issued 1,250,000 shares of its common stock to its Chief Executive Officer in return for a total investment into the Company of $248,938.  The total investment into the Company consisted of a contribution of funds as well as the assumption of certain liabilities and accrued expenses.</p> 1250000 XML 10 R1.htm IDEA: XBRL DOCUMENT v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Aug. 14, 2018
Details    
Registrant Name BRIGHTLANE CORP.  
Registrant CIK 0001425289  
SEC Form 10-Q  
Period End date Jun. 30, 2018  
Fiscal Year End --12-31  
Trading Symbol BTLN  
Tax Identification Number (TIN) 300782905  
Number of common stock shares outstanding   18,692,654
Filer Category Smaller Reporting Company  
Current with reporting Yes  
Voluntary filer Yes  
Well-known Seasoned Issuer No  
Amendment Flag false  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Entity Incorporation, State Country Name Nevada  
Entity Address, Address Line One 1600 West Loop South, Suite 600  
Entity Address, City or Town Houston  
Entity Address, State or Province Texas  
Entity Address, Postal Zip Code 77056  
City Area Code (888)  
Local Phone Number 468-2856  
XML 11 R2.htm IDEA: XBRL DOCUMENT v3.10.0.1
Consolidated Balance Sheets - USD ($)
Jun. 30, 2018
Dec. 31, 2017
ASSETS    
Cash and Cash Equivalents, at Carrying Value $ 76,529 $ 134,650
Notes, Loans and Financing Receivable, Net, Current 31,643 41,568
Assets, Current 108,172 176,218
Notes, Loans and Financing Receivable, Net, Noncurrent 209,398 201,696
Real Estate Investments, Net 496,810 42,892
Assets 814,380 420,806
Liabilities, Current    
Accounts Payable, Current 46,777 53,423
Accrued Liabilities, Current 93,290 72,982
Accrued Interest 26,989 26,149
Demand note payable 75,000 51,000
Current portion of convertible notes payable 423,424 0
Current portion of convertible notes payable - related party 404,515 280,900
Line of Credit, Current 373,850 0
Liabilities, Current 1,443,845 484,454
Convertible Notes Payable, Noncurrent 63,750 0
Notes Payable, Related Parties, Current 152,426 669,044
Liabilities 1,660,021 1,153,498
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred Stock, Value, Outstanding 0 0
Series B Preferred Stock Value Outstanding 0 0
Common Stock, Value, Outstanding 17,443 19,443
Additional Paid in Capital 2,231,702 4,223,571
Treasury Stock, Common, Value 0 (2,043,869)
Retained Earnings (Accumulated Deficit) (3,094,786) (2,931,837)
Stockholders' Equity Attributable to Parent (845,641) (732,692)
Liabilities and Equity $ 814,380 $ 420,806
XML 12 R3.htm IDEA: XBRL DOCUMENT v3.10.0.1
Consolidated Balance Sheets - Parenthetical - $ / shares
Jun. 30, 2018
Dec. 31, 2017
Details    
Preferred Stock, Par or Stated Value Per Share   $ 0.001
Preferred Stock, Shares Authorized   1
Common Stock, Par or Stated Value Per Share   $ 0.001
Common Stock, Shares Authorized   250,000,000
Common Stock, Shares, Outstanding 17,442,654 19,442,667
XML 13 R4.htm IDEA: XBRL DOCUMENT v3.10.0.1
Consolidated Statement of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues        
Interest and Other Income $ 4,058 $ 71,921 $ 10,164 $ 71,921
Fees 1,850 13,892 4,189 16,892
Sales of Real Estate 44,116 0 135,830 66,077
Rental Income, Nonoperating 13,930 2,025 20,668 4,050
Revenues 63,954 87,838 170,851 158,940
Cost of property sold (20,500) 0 (47,500) (44,000)
Gross Profit 43,454 87,838 123,351 114,940
Operating Expenses        
Selling, General and Administrative Expense 127,771 352,557 243,034 445,563
Operating Income (Loss) (84,317) (264,719) (119,683) (330,623)
Other Expenses        
Interest Expense, Related Party 16,096 13,466 31,263 22,388
Interest Expense, Other 9,640 1,000 12,004 2,000
Loss on revaluation of equity interest 0 114,500 0 114,500
Loss Before Provision for Income Taxes (110,053) (393,685) (162,950) (469,511)
Provision for Income Taxes 0 0 0 0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ (110,053) $ (393,685) $ (162,950) $ (469,511)
Earnings Per Share, Basic and Diluted $ (0.01) $ (0.02) $ (0.01) $ (0.02)
Weighted Average Number of Shares Outstanding, Basic and Diluted 17,400,392 18,923,005 18,421,509 18,923,005
XML 14 R5.htm IDEA: XBRL DOCUMENT v3.10.0.1
Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Net Cash Provided by (Used in) Operating Activities    
Depreciation $ 7,833 $ 898
Loss on revaluation of equity interest 0 114,500
Increase (Decrease) in Accounts Receivable 0 36,309
Increase (Decrease) in Accounts Payable (6,646) 58,130
Increase (Decrease) in Accrued Liabilities 20,308 12,725
Increase (Decrease) in Accrued Interest Receivable, Net 30,261 22,388
Net Cash Provided by (Used in) Operating Activities (572,944) (200,061)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest (162,950) (469,511)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities    
Gains (Losses) on Sales of Investment Real Estate (461,750) 24,500
INVESTING ACTIVITIES    
Principal payments of notes receivable 2,223 52,516
NET CASH PROVIDED BY INVESTING ACTIVIES 2,223 52,516
Net Cash Provided by (Used in) Financing Activities    
Proceeds from advances of line of credit 373,850 0
Proceeds received from related party 0 400,000
Proceeds from convertible note payable 63,750 0
Proceeds from Related Party Debt 75,000 0
Net Cash Provided by (Used in) Financing Activities 512,600 400,000
Cash, Period Increase (Decrease) (58,121) 252,455
Cash and Cash Equivalents, at Carrying Value 134,650 14,615
Cash and Cash Equivalents, at Carrying Value $ 76,529 $ 267,070
XML 15 R6.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 1 - ORGANIZATION AND BUSINESS
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 1 - ORGANIZATION AND BUSINESS

NOTE 1 – ORGANIZATION AND BUSINESS

 

Brightlane Corp. (“we”, “our”, “us”, the “Company” or the “Registrant”) was initially incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” On December 27, 2010, in connection with an Agreement and Plan of Reorganization we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp.  In the third quarter of 2015, Brightlane Acquisition Corp. acquired a controlling interest in the Company from existing shareholders.  This change of control began the transitioning to a lease-to-own real estate company.  In connection with this transition, effective September 22, 2015 we changed our name to Brightlane Corp.

 

On December 21, 2015, we completed the agreement to acquire all of the outstanding shares of Brightlane Homes, Inc., which through its wholly owned subsidiary, acquired a 99.9% limited partner interest in Brightlane RECA, LP which was the beneficiary of the Brightlane RECA Trust which owned a portfolio of assets referred to as the Brightlane RECA Portfolio.   

 

In April 2017, the partners of Brightlane RECA, LP amended the Revised Limited Partnership Agreement to admit Brightlane GP, Corp., an affiliate of the Registrant, as a General Partner of BL RECA LP.  Additionally, National Asset Advisors, LLC (NAA) transferred all of its General Partner interests and powers to Brightlane GP Corp. and withdrew as General Partner of Brightlane RECA LP.

 

On November 21, 2017, the Company entered into an Agreement resulting in the following actions:  (1) Brightlane #1, LLC, a subsidiary of Brightlane Homes, Inc., a wholly owned subsidiary of Brightlane Corp., transferred its limited partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC; and (2) Brightlane GP Corp, a wholly owned subsidiary of Brightlane Corp., transferred its general partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC.

 

The Agreement and the associated actions resulted in the termination of all agreements entered into on December 21, 2015 and all subsequent addenda to those agreements.  These actions terminate any rights of the Company to the Brightlane RECA Trust, thereby terminating all obligations to the underlying acquisition related debt associated with the assets contributed to the Brightlane RECA Trust.  In addition, per the November 21, 2017 Agreement the parties agreed that:  (1) the RECA Principals as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the registrant totaling 2,100,013 common shares to the Registrant; and, (2) the RECA Principals agreed to facilitate the transfer of certain assets to Brightlane Homes, Inc., a wholly owned subsidiary of the Company.   

 

Brightlane Corp. now concentrates on being a real estate operator providing opportunities in the affordable housing market including reasonable rents and leases plus an opportunity to participate in a right-to-purchase program upon meeting certain criteria. Brightlane acquires single-family homes and portfolios of single-family homes and actively pursues the acquisition of these types of homes through one-off purchases, the purchase of portfolios, and other methods of acquisition.  We service a market that is historically underserved – those seeking living arrangements in the sub $150,000 home market. We continually seek out and make the appropriate investments in ancillary services.

XML 16 R7.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 2 - GOING CONCERN
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has an accumulated deficit of $(3,094,786) at June 30, 2018. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties.  No assurance can be given that the Company will be successful in these efforts.   

 

Management plans to identify adequate sources of funding to provide operating capital for continued growth.  In addition, Management intends access the $5 million credit facility obtained by its Brightlane – CLOC Acquisitions, LLC subsidiary (see note 6) in order to acquire additional homes that will provide a profitable revenue stream for the Company.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML 17 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note

transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

 

Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at June 30, 2018 and December 31, 2017.

 

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1 -Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. 

 

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. 

Level 3 -Inputs that are both significant to the fair value measurement and unobservable. 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

 

Investments in non-consolidated subsidiaries

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

 

Long-lived Assets

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

 

Property and Equipment

 

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets.  Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years).

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Stock-Based Compensation

 

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

XML 18 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 4 - Line of Credit Facility
6 Months Ended
Jun. 30, 2018
Notes  
Note 4 - Line of Credit Facility

NOTE 4 – LINE OF CREDIT FACILITY

 

On May 19, 2017, Brightlane – CLOC Acquisitions, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the registrant entered into a $5,000,000 revolving credit facility with CoreVest Finance (f/k/a Colony American Finance Lender, LLC).  This credit facility is for the acquisition of residential homes.  General provisions of this credit facility are an 18 month term at 9%, with a loan to value of 80%.  At June 30, 2018 the Company has utilized this credit facility to complete two transactions resulting in the acquisition of real estate assets totaling $488,750 of which $373,850 was financed utilizing the credit facility.

XML 19 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 5 - NOTES RECEIVABLE
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 5 - NOTES RECEIVABLE

NOTE 5 – NOTES RECEIVABLE

 

As part of the agreement entered into on November 21, 2017, the Company assumed nine notes receivable totaling $243,264 of which the current balances total $241,041 at June 30, 2018.  These notes are for residential assets.  The terms associated with these notes range from 11 years to 30 years, with interest rates ranging from 9.3% to 10%.  The current portion of these notes is $31,643, and during the six and three months ended June 30, 2018, the principal balances for these notes have been reduced by $2,223 and $1,297 respectively.

XML 20 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 6 - NOTES PAYABLE
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 6 - NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

 

On September 30, 2015 the Company borrowed $60,723 from a third party.  The note bears interest at 8% per annum and is payable on demand. Interest is paid quarterly. The note is convertible into common stock of the Company at $0.50 per share.  On January 28, 2016, the Company made a principal payment of $10,723, bringing the outstanding principal to $50,000 on this note.  The lender elected to have interest accrue for the 3 months ended December 31, 2017 thereby increasing the principal due to $51,000 at December 31,2017.  The Company made a principal and interest payment during the period ended June 30, 2018 totaling $2,020 reducing the principal balance to $50,000 and subsequently on May 9, 2018 the lender elected to exercise his option to convert the remaining $50,000 principal balance into 100,000 shares of common stock reducing the principal balance to $0.  Interest expense incurred during the six and three months ended June 30, 2018 was $1,447 and $427 respectively.

 

On February 28, 2017 the Company borrowed $400,000 from a third party.  The promissory note carries an interest rate of 6% per annum with a maturity date of February 28, 2019.  The lender may convert into shares of our common stock after one year, at $0.65 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $423,424 at June 30,2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $12,441 and $6,334 respectively.

 

On February 5, 2018 the Company issued a note to a third party for the remaining balance owed on properties acquired in a real estate transaction for $63,750.  The promissory note carries an interest rate of 9% per annum with a maturity date of February 5, 2020.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  Interest expense for this note for the six and three months ended June 30, 2018 was $2,295 and 1,430 respectively.

XML 21 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 7 - RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 7 - RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

 

On December 9, 2015, we entered into a subscription agreement to sell one unit consisting of a $250,000 promissory note, one share of Series A Preferred Voting Stock and one share of Series B Preferred Voting Stock to a related-party in exchange for $250,000 and the investor’s agreement to utilize its best efforts to cause a capital injection of up to $3,000,000.00 into the Company on or before January 1, 2017 (extended to January 1, 2019).  The promissory note carries an interest rate of 6% per annum with a maturity date of December 9, 2018.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually. On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $280,900 at June 30, 2018. Interest expense for this note for the six and three months ended June 30, 2018 was $8,357 and $4,202 respectively.

 

On March 24, 2016, we received an additional $110,000 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of March 24, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $123,615 at June 30, 2018.   Interest expense for this note for the six and three months ended June 30, 2018 was $3,584 and $1,849 respectively.

 

On July 27, 2016, we received an additional $499,200 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of July 27, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  During the year ended December 31, 2016, we repaid a total of $360,000 to the related party toward this promissory note.  On the anniversary of this note, the lender elected to have interest accrued thereby increasing the principal due to $152,426 at June 30, 2018.  Interest expense for this note for the six and three months ended June 30, 2018 was $4,585 and $2,280 respectively.

XML 22 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 8 - SHAREHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 8 - SHAREHOLDERS' EQUITY

NOTE 8– SHAREHOLDERS’ EQUITY

 

The Company has 250,000,000 authorized common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On December 21, 2015, the Company issued 12,000,000 shares of common stock for the acquisition of Brightlane Homes, Inc.

 

The Company issued 519,662 shares of its common stock on July 17, 2017.  The holder of certain warrants elected to exercise his right to convert the exercisable warrants on a cashless basis into common stock prior to their expiration dates.

 

Per the November 21, 2017 Agreement Principals in RECA as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the Company totaling 2,100,013 common shares to the Company.  These share were returned to treasury, and subsequently retired on April 1, 2018.

 

The Company issued 100,000 shares of its common stock on May 9, 2018, for the conversion of a $50,000 principal balance of a convertible note payable.

 

There were 17,442,654 common shares issued and outstanding at June 30, 2018.

 

Preferred Stock

 

Currently we have two types of Preferred Stock:  (1) Series A Preferred Voting Stock, and (2) Series B Preferred Voting Stock.  There is one (1) share of Series A Preferred Voting Stock, and one (1) share of Series B Preferred Voting Stock issued and outstanding as of the date of this report.  The series designations of rights and preferences are synopsized below.

 

Series A Preferred Voting Stock.  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series A Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series A Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

 

Series B Preferred Voting Stock  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series B Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series B Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

 

The original holder, Brightlane Acquisition Corp, of the Series A Preferred Voting Stock and Series B Preferred Voting Stock have commitments to the Company to include a loan to the Company on a convertible promissory note dated December 9, 2015 in the amount of $250,000 and to facilitate on a best efforts basis the injection of additional monies to be utilized by the Company in an amount of not less than $3 million prior to January 1, 2017 (extended to January 1, 2019), and the Series A Preferred Voting Stock share be automatically cancelled under the following provisions:

(i)Upon conversion of the $250,000 convertible promissory note dated December 9, 2015. 

(ii)Upon repayment of the $250,000 convertible promissory note dated December 9, 2015. 

(iii)If the Company is not in receipt of a capital injection of $3 million provided by or facilitated by the holder, or its assignee, of the Series A Preferred Voting Stock or the Series B Preferred Voting Stock on or before January 1, 2017 (extended to January 1, 2019). 

 

Warrants issued in connection with sale of common shares

 

At June 30, 2018, the Company did not have any warrants outstanding.

XML 23 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 9 - SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2018
Notes  
NOTE 9 - SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

On July 3, 2018, the Company issued 1,250,000 shares of its common stock to its Chief Executive Officer in return for a total investment into the Company of $248,938.  The total investment into the Company consisted of a contribution of funds as well as the assumption of certain liabilities and accrued expenses.

XML 24 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).  Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as June 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the six and three months ended June 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018.

XML 25 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates, Policy [Policy Text Block] (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Use of Estimates, Policy

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

XML 26 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principals of Consolidation (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Principals of Consolidation

Principals of Consolidation

 

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

XML 27 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents”, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

XML 28 R19.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Convertible Instruments Policy (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Convertible Instruments Policy The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note

transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

XML 29 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Deferred Income Taxes and Valuation Allowance (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Deferred Income Taxes and Valuation Allowance

Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at June 30, 2018 and December 31, 2017.

XML 30 R21.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Instruments (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Financial Instruments

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1 -Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. 

 

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. 

Level 3 -Inputs that are both significant to the fair value measurement and unobservable. 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

XML 31 R22.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments in non-consolidated subsidiaries policy (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Investments in non-consolidated subsidiaries policy

Investments in non-consolidated subsidiaries

 

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

XML 32 R23.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Long-lived Assets (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Long-lived Assets

Long-lived Assets

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

XML 33 R24.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Property and Equipment

Property and Equipment

 

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets.  Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years).

XML 34 R25.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Related Parties (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Related Parties

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

XML 35 R26.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Stock-Based Compensation

Stock-Based Compensation

 

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

XML 36 R27.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

XML 37 R28.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 2 - GOING CONCERN (Details) - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Details    
Retained Earnings (Accumulated Deficit) $ (3,094,786) $ (2,931,837)
XML 38 R29.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 4 - Line of Credit Facility (Details)
Jun. 30, 2018
USD ($)
Details  
Proceeds from Lines of Credit $ 373,850
XML 39 R30.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 5 - NOTES RECEIVABLE (Details) - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Details    
Notes, Loans and Financing Receivable, Net, Current $ 31,643 $ 41,568
XML 40 R31.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 6 - NOTES PAYABLE (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Feb. 05, 2018
Feb. 28, 2017
Jul. 27, 2016
Mar. 24, 2016
Dec. 09, 2015
Sep. 30, 2015
Details                
Demand note payable     $ 63,750 $ 400,000       $ 60,723
Debt Instrument, Convertible, Conversion Price         $ 0.50 $ 0.50 $ 0.50 $ 0.50
Interest Expense, September 30, 2015 $ 427 $ 1,447            
Interest Expense, February 28, 2017 6,334 12,441            
Interest Expense, February 5, 2018 $ 1,430 $ 2,295            
XML 41 R32.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Jul. 27, 2016
Mar. 24, 2016
Dec. 09, 2015
Sep. 30, 2015
Details            
Due to Related Parties, Current     $ 499,200 $ 110,000 $ 250,000  
Debt Instrument, Convertible, Conversion Price     $ 0.50 $ 0.50 $ 0.50 $ 0.50
Interest expense on related party note December 9 2015 $ 4,202 $ 8,357        
Interest expense on related party note March 24 2016 1,849 3,584        
Interest expense on related party note July 27 2016 $ 2,280 $ 4,585        
XML 42 R33.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 8 - SHAREHOLDERS' EQUITY (Details) - shares
Jul. 03, 2018
May 09, 2018
Jul. 17, 2017
Dec. 21, 2015
Details        
Common Stock, Shares, Issued 1,250,000 100,000 519,662 12,000,000
XML 43 R34.htm IDEA: XBRL DOCUMENT v3.10.0.1
NOTE 9 - SUBSEQUENT EVENTS (Details) - shares
Jul. 03, 2018
May 09, 2018
Jul. 17, 2017
Dec. 21, 2015
Details        
Common Stock, Shares, Issued 1,250,000 100,000 519,662 12,000,000
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